distribution-restraints-review

# Distribution Restraints Review ## Purpose Review distribution, dealer, franchise, reseller, and marketplace arrangements for vertical-restraint exposure — RPM and MAP programs, territory and customer restrictions, online-sales and marketplace limits, dual pricing, selective-distribution criteria, exclusivity, and tying — and organize a restraint inventory with per-jurisdiction character flags, ancillarity and rationale notes, and separate callouts for active-enforcement areas such as online-sales bans and dual pricing. The deliverable is **draft legal work product for attorney review**: restraint character (hardcore vs. rule-of-reason vs. mixed) is recorded as a question for counsel per jurisdiction, and the skill never concludes enforceability, legality, or market power. ## Use When - Sales or channel teams propose a MAP policy, a minimum-price program, or consequences for discounting dealers, and counsel needs it screened before rollout. - A distribution or dealer agreement restricts online sales, bans specified marketplaces, or applies different wholesale prices to online vs. offline volume. - A supplier wants to assign exclusive territories or customer classes to distributors, or to tighten selective-distribution criteria that may exclude online-only or discount dealers. - A dealer complaint, termination dispute, or threat letter puts an existing restraint program under scrutiny. - The company sells direct and through dealers in the same market, and the dual-distrib...